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8-K - ICAHN ENTERPRISES L.P.iep8k122711.txt


ICAHN ENTERPRISES L.P. ANNOUNCES PRICING TERMS FOR RIGHTS OFFERING

NEW  YORK, Dec. 27, 2011 -- Icahn Enterprises L.P. (NASDAQ: IEP) announced today
that  it has set the pricing terms for its previously announced rights offering.
Pursuant  to the rights offering, Icahn Enterprises will distribute transferable
subscription rights pro rata to the holders of record of its depositary units as
of  the  close  of  business  on  December  27,  2011,  the  record  date. Icahn
Enterprises'  depositary  unitholders  will  receive  0.15881  rights  for  each
depositary  unit  held  as of the record date. Each whole right will entitle the
holder  to  acquire  one  newly issued depositary unit of Icahn Enterprises at a
subscription  price of $36.7933. In addition, holders of rights will be entitled
to  subscribe  for  additional  depositary  units  that remain unsubscribed as a
result  of  any  unexercised  subscription  rights. Icahn Enterprises intends to
distribute  the  rights  to  the  record  date  unitholders  on January 3, 2012.

Icahn  Enterprises'  depositary  units are currently traded on The NASDAQ Global
Select Market ("NASDAQ") under the symbol "IEP."  Icahn Enterprises expects that
the depositary units issued in the rights offering will also be listed on NASDAQ
under  the  same  symbol. The rights are transferable and have been approved for
listing  on  NASDAQ  under  the symbol "IEPRR." The rights are expected to trade
from  January  3,  2012  until  the  close  of  NASDAQ  on January 20, 2012, the
expiration  date  of  the  rights offering, unless Icahn Enterprises extends the
offering  period.

No fractional depositary units will be issued in the rights offering. The number
of  depositary  units  to  be issued upon exercise by a unitholder of its rights
will  be  rounded  to  the nearest whole depositary unit to eliminate fractional
depositary  units.

Icahn  Enterprises  has  filed  a  registration  statement  on Form S-3 with the
Securities  and  Exchange  Commission  that  registers  the  rights  and the new
depositary  units. The registration statement was declared effective on December
27,  2011.

This  press  release does not constitute an offer to sell or the solicitation of
an  offer to buy any securities, nor shall there be any sale of these securities
in  any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any  such  state  or  jurisdiction.

ABOUT  ICAHN  ENTERPRISES  L.P.

Icahn  Enterprises  L.P.  (NASDAQ:IEP),  a  master  limited  partnership,  is  a
diversified  holding  company  engaged  in  eight  primary  business  segments:
Investment, Automotive, Gaming, Railcar, Food Packaging, Metals, Real Estate and
Home  Fashion.

CAUTION  CONCERNING  FORWARD-LOOKING  STATEMENTS

Results for any interim period are not necessarily indicative of results for any
full  fiscal  period. This release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, many
of  which  are  beyond  our  ability  to  control  or  predict.  Forward-looking
statements  may  be  identified  by  words  such  as  "expects,"  "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "will" or words of similar
meaning  and  include,  but  are  not  limited to, statements about the expected
future  business  and  financial  performance  of Icahn Enterprises L.P. and its
subsidiaries.  Among these risks and uncertainties are risks related to economic
downturns,  substantial competition and rising operating costs; risks related to
our  investment  activities, including the nature of the investments made by the
private  funds  in  which we invest, losses in the private funds and loss of key
employees;  risks  related  to  our automotive activities, including exposure to
adverse  conditions  in the automotive industry, and risks related to operations
in  foreign  countries;  risk  related  to  our  gaming  operations,  including
reductions in discretionary spending due to a downturn in the local, regional or
national  economy,  intense  competition in the gaming industry from present and
emerging  internet online markets and extensive regulation; risks related to our
railcar  activities,  including  reliance  upon a small number of customers that
represent  a  large  percentage  of  revenues  and  backlog,  the  health of and
prospects  for  the  overall  railcar  industry  and  the cyclical nature of the
railcar  manufacturing business; risks related to our food packaging activities,
including  competition  from  better  capitalized  competitors, inability of its
suppliers  to  timely  deliver  raw  materials,  and  the failure to effectively
respond  to  industry  changes in casings technology; risks related to our scrap
metals  activities, including potential environmental exposure; risks related to
our  real estate activities, including the extent of any tenant bankruptcies and
insolvencies; risks related to our home fashion operations, including changes in
the availability and price of raw materials, and changes in transportation costs
and delivery times; and other risks and uncertainties detailed from time to time
in  our filings with the Securities and Exchange Commission. Past performance in
our  Investment  segment is not necessarily indicative of future performance. We
undertake  no  obligation  to  publicly  update  or  review  any forward-looking
information,  whether  as  a  result  of new information, future developments or
otherwise.

CONTACT:
Investor Contact:
Dominick Ragone
Chief Financial Officer
(646) 861-750